AMSC ASA — AGM Information 2010

Apr 7, 2010

Ordinær generalforsamling

American Shipping Company ASA
7 April 2010
Oslo, Norway

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Agenda

1. Opening of the annual general meeting of American Shipping Company ASA

1. Election of a person to co-sign the meeting minutes
2. Approval of meeting notice and agenda

2. Ordinary agenda items

1. Presentation of business activities
2. Approval of the 2009 annual accounts of American Shipping Company ASA, Group consolidated accounts, and annual report
3. Determination of Board members' remuneration for 2009
4. Approval of auditors fees for 2009
5. Handling of the Board of Directors' statement on the determination of salary and other remuneration to leading employees of the Company.
6. Election to the Board
7. Re-election of John Rose as a board member for a period of two years
8. Election of Annette Malm Justad as Chairman of the Board

3. Amendment of the articles of association

1. Proposal that the Board of Directors collectively shall act as the audit committee
2. Proposal that documents that shall be considered at the general meeting may be published on the company's website as well as documents that must be attached to or included in the calling notice to the general meeting and that the requirement of mailing the documents to the shareholders does not apply.
3. Proposal that the Board of Directors to decide that shareholders shall be able to cast votes in writing, including by electronic communication, in a period prior to the General Meeting.

7-Apr-10
American Shipping Company
Slide 2

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2.1 Presentation of Business Activities

About American Shipping Company

• Ship owning and lease finance company in the U.S. Jones Act market
• Seven product tankers in operation on bareboat charter to OSG which, in turn, time charters the tankers to major oil companies
• Newbuilding program of additional three product tankers (all of which will be placed on bareboat charter to OSG.
• Headquartered in Oslo, Norway with main operations office in Philadelphia, USA
• Listed on the Oslo Stock Exchange (ticker: AMSC)

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American Shipping Company

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Goals and Strategies

Be the preferred ship owning and lease finance company in the U.S. Jones Act market
- Generate stable cash flow from long-term bareboat charters
- Work closely with OSG on maximizing profit sharing arrangement
- Maintain stringent cost controls

Have the newest, safest and most modern and operationally friendly fleet
- Continue to seek improvements in the design and operation of our vessels
- Maintain close relationship with Aker Philadelphia Shipyard to secure timely delivery of vessels

Explore and invest in value creation opportunities for our shareholders
- Continue to focus efforts on value creation opportunities
- Create shareholder value through optimal structuring and financial transactions

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Slide 4
American Shipping Company

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Long-term agreement with OSG

• Agreement with OSG created the foundation of AMSC (formerly AKASA) in 2005
• Current agreements in place for 10 product tankers on bareboat charters to OSG
• Charter length of 5 – 10 years with an unlimited number of extension options to OSG
• Potential to extend all charters to approximately 10 years upon satisfaction of certain conditions
• OSG has full technical, operational and commercial management control
• AMSC receives:
• Fixed bareboat rate
• Potential for profit sharing based on end-user escalating T/C rates and operating expense cost control

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Slide 5
American Shipping Company

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Strong benefits of the MT 46 Base Vessel

Significant benefits compared to the majority of the Jones Act tanker fleet

• Reduced maintenance
• Reduced fuel consumption
• Reduced noise and air emissions
• Reduced crew size
• Highly flexible cargo system
• Stainless steel piping system

Lower operating expenses

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Veteran Class MT 46 "Handy Size" Tanker Hull

• Deadweight: 46,000t
• Speed: 15 kn
• Cargo tanks: 6 pairs
• Radius of action: 14,000 nm
• Accommodation: 26 + 6 pers

Slide 6

American Shipping Company

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Securing execution and timely delivery

• All vessels being constructed at Aker Philadelphia Shipyard (AKPS)
• State-of-the-art U.S. shipyard
• Most modern steel assembly line in the U.S. and extensive use of modules
• Proven track record with delivery of 12 vessels since 2003
• AKPS is on-track to deliver three vessels per year
• AMSC and AKPS maintain a close relationship to ensure efficient co-operation and timely deliveries

7-Apr-10
American Shipping Company

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Key Events of 2009

• Finalized settlement agreement with Overseas Shipholding Group, Inc. (OSG) and Aker Philadelphia Shipyard (AKPS) and Aker ASA and Converto Capital Fund AS
• Settled commercial disputes and eliminated exclusivity with OSG and exclusivity with AKPS
• Provides for extensions of all charters (to 2019) upon satisfaction of timely delivery and refinancing of vessel debt and NOK bond
• Sale of shipbuilding contracts for both shuttle tankers to OSG
• First tanker, to be converted to shuttle tanker by OSG, delivered in December 2009
• Second tanker expected to be delivered in Q4 2010

• Received $20 million loan from Converto Capital Fund AS

• Delivery of two additional product tankers

• The Overseas Boston delivered in February and the Overseas Nikiski delivered in June.

American Shipping Company

7-Apr-10

Slide 8

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2.2 Approval of the 2009 annual accounts of American Shipping Company ASA, Group consolidated accounts, and annual report

7-Apr-10
American Shipping Company

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AMSC Consolidated Statement of Financial Position - Assets

Amounts in USD thousands	2009	2008
ASSETS
Property, plant and equipment	703,898	520,828
Interest-bearing long-term receivables	7,341	6,301
Non-current cash held for specified uses	25,226	-
Other non-current assets	74,711	92,931
Total non-current assets	811,176	620,060
Assets held for sale	21,250	-
Trade and other receivables	1,001	22,124
Tax receivable	292	84
Cash held for specified uses	12,076	6,733
Cash and cash equivalents	20,481	65,072
Total current assets	55,100	94,013
Total assets	866,276	714,073

Certain prior year reclassifications were made to conform with current year presentation

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Slide 10
American Shipping Company

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AMSC Consolidated Statement of Financial Position – Equity and Liabilities

Amounts in USD thousands	2009	2008
EQUITY AND LIABILITIES
Share capital and share premium	180,408	180,408
Retained earnings/(Accumulated deficit)	(101,641)	(99,394)
Total equity attributable to equity holders of the parent	78,767	81,014
Preferred shares in subsidiary	-	20,000
Total equity	78,767	101,014
Interest-bearing loans	673,936	-
Total non-current liabilities	673,936	-
Interest-bearing loans	31,803	504,360
Trade and other payables	2,712	6,187
Tax payable	82	87
Derivative financial liabilities	78,976	102,425
Total current liabilities	113,573	613,059
Total liabilities	787,509	613,059
Total equity and liabilities	866,276	714,073

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American

Shipping

Company

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AMSC Consolidated Income Statement

Amounts in USD thousands (except per share amounts)	2009	2008
Operating revenues	54,363	33,341
Wages and other personnel expenses	(996)	(896)
Other operating expenses	(8,178)	(4,562)
Operating profit before depreciation	45,189	27,883
Depreciation	(27,932)	(17,482)
Operating profit	17,257	10,401
Gain on sale of shipbuilding contract	11,215	-
Financial income	22,241	5,432
Financial expenses	(52,266)	(90,321)
Profit/(loss) before income tax	(1,553)	(74,488)
Income tax expense	247	(232)
Profit/(loss) for the year	(1,306)	(74,720)
Earnings/(loss) per share	(0.08)	(2.71)

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Slide 12
American Shipping Company

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American Shipping Company ASA – Statement of Financial Position

Amounts in USD thousands	2009	2008
ASSETS
Shares in subsidiaries	287,813	218,015
Other non-current assets	-	2,582
Long-term receivable group companies	61,535	92,684
Total non-current assets	349,348	313,281
Other short-term receivables	170	982
Cash and cash equivalents	1,199	850
Total current assets	1,369	1,832
Total assets	350,717	315,113
Amounts in USD thousands	2009	2008
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EQUITY AND LIABILITIES
Share capital	42,462	42,462
Share premium reserve	137,946	137,946
Total paid in capital	180,408	180,408
Other equity	(9,120)	13,647
Total retained earnings	(9,120)	13,647
Total equity	171,288	194,055
Bond obligation	157,640	-
Other interest-bearing debt	20,000	-
Total long-term liabilities	177,640	-
Bond obligation	-	119,160
Other short-term debt	1,789	1,898
Total short-term liabilities	1,789	121,058
Total equity and liabilities	350,717	315,113

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American Shipping Company

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American Shipping Company ASA – Income Statement

Amounts in USD thousands	2009	2008
Operating revenues	106	152
Other operating expenses	(673)	(845)
Operating loss	(567)	(693)
Interest income from group companies	5,615	10,552
Other interest and financial revenues	20,240	43,838
Other interest and financial expenses	(48,055)	(49,114)
Income/(loss) after financial items	(22,767)	4,583
Taxes	-	-
Profit/(loss) for the period	(22,767)	4,583
Allocation of net profit:
Profit	(22,767)	4,583
Other equity	22,767	(4,583)
Total	-	-

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American Shipping Company

Slide 14

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2.3 Remuneration to the Board of Directors

• Board remuneration is to reflect the Board’s responsibility, expertise, time spent, and the complexity of the business. Remuneration does not depend on American Shipping Company ASA’s financial performance. Board members and companies with whom they are associated must not take on special tasks for the company beyond their Board appointments.

• Additional information on remuneration paid to Board members for 2009 is presented in Note 21 to the consolidated accounts.

• Proposal on Remuneration (no change from prior year)

• Board Member – 200,000 NOK/year
• Chairman – 300,000 NOK/year

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Slide 15
American Shipping Company

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2.4 Approval of Auditor Fees

• Guidelines have been established for executive management’s use of auditors for services other than auditing. Auditors are to provide the Board with an annual overview of services other than auditing that have been supplied to the company.

• Remuneration for auditors, presented in Note 3 to the consolidated accounts, is stated for the two categories of auditing and other services. Only ordinary auditing fees have been incurred by the Company.

• Fees incurred for 2009 for American Shipping Company ASA was NOK 355,000.
• Total fees incurred for 2009 for American Shipping Company Group Accounts was USD 123,000
• (Group auditing Fees incurred for 2008 were USD 194,000)

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American Shipping Company
Slide 16

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2.5 Remuneration of leading employees

The basis of remuneration to the President and CEO has been developed in order to create a performance-based system which is founded on the Company's values. This system of reward is designed to contribute to the achievement of good financial results and increase in shareholder value.

The CEO receives a base salary. In addition, a variable pay is awarded based on the achievement of financial and personal performance targets.

The variable pay program represents a potential for an additional pay up to 150% of base salary depending on the achievement of defined short-term and long-term results.

The President and CEO participates in the standard pension and insurance programs applicable to all employees. The Company practices standard employment contracts and standard terms and conditions regarding notice period and severance pay for the President and CEO.

Additional information on remuneration paid to executive management for 2009 is presented in Note 21 to the consolidated accounts.

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Slide 17
American Shipping Company

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2.6 Election to the Board of Directors

The following individual has been approved for nomination by the Board of Directors for election to a two-year term to the Board of Directors of American Shipping Company ASA:

• John Rose – current Board Member

The following individual has been approved for nomination by the Board of Directors for election as Chairman of the Board of American Shipping Company ASA:

• Annette Malm Justad – current Board Member and Deputy Chairman

• See biographies attached

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American Shipping Company
Slide 18

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2.6 Biographies of Board of Director Nominees

Board Member Nominee

John Rose

Mr. Rose (born 1953) became a member of the American Shipping Company ASA's Board of Directors in June 2008. He is currently an independent management consultant with worldwide experience in shipping. He has over 35 years of experience with extensive senior management employment in worldwide shipping and port operations. Specializing in strategic support for Shipping Companies and those involved in Oil Trading, Downstream Supply Distribution, Upstream Exploration & Productions and Liquid Natural Gas (LNG) business. Previous management experience is largely based on 28 years of employment with Shell. Mr. Rose holds a Master of Laws LLM from the University of Southampton. Mr. Rose is a British citizen. Mr. Rose holds zero shares in the company and has no stock options.

Chairman of the Board Nominee

Annette Malm Justad

Ms. Justad (born 1958) has been a member of American Shipping Company ASA's Board of Directors since December 2007. Since 2006, she has held the position of CEO of Eitzen Maritime Services ASA, a Norwegian marine shipping services company. Prior to that she has held various positions in large companies such as Yara International ASA, Norgas Carriers/IM Skaugen ASA, and Norsk Hydro ASA. Ms. Justad is also a member of the Board of Camillo Eitzen ASA and Petroleum GEO Services ASA. Ms. Justad holds a Master degree of Technology Management from MIT (Sloan School)/NTH/NHH in addition to a MSc in Chemical Engineering from NTH. Ms. Justad is a Norwegian citizen. Ms. Justad holds zero shares in the company and has no stock options.

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American Shipping Company

Slide 19

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2.6 Board of Directors, as proposed

• Annette Malm Justad, Chairman
• John Rose, Board Member
• Dag Fasmer Wittusen, Board Member

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American Shipping Company

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3. Amendment to the Articles of Association

• Section 5 to be amended as follows:
  The Board of Directors of the Company shall consist of 3 – 9 Directors. The Chairman shall be elected by the General Meeting. Up to 3 alternate Directors may be elected by the shareholders yearly.
  The board of Directors shall collectively constitute the Company’s audit committee provided that the Board of Directors at all times fulfill the requirements set out in the Public Limited Companies Act section 6-42 (1) second sentence and section 6-42 (2) (as these provisions are from time to time). If the Board of directors does not fulfill these requirements, an audit committee shall be elected, unless the Company is excepted from the requirement regarding an audit committee according to the Public Limited Companies Act section 6-41 (2).”

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Slide 21
American Shipping Company

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3. Amendment to the Articles of Association

• Section 10 to be amended as follows;
  Notice of the General Meeting shall be made by written notification to all shareholders with a known address.

Provided documents concerning items to be discussed at the General Meeting are made available at the company's website, the requirement of mailing the documents to the shareholders does not apply. This also applies for documents which, according to the law, shall be included in or attached to the notice of General Meeting. Despite this, each shareholder is entitled to request that the documents concerning items to be discussed at the General Meeting are mailed.

The company may set a deadline in the Notice of General Meeting for registration of attendance to the General Meeting, which shall not fall earlier than five (5) days prior to the General Meeting.

The Board can decide that the shareholders shall be able to cast votes in writing, including by electronic communication, in a period prior to the General Meeting. For such voting an adequate method to authenticate the sender shall be used.

The Chairman of the Board or a person designated by him shall preside at the General Meeting. The Annual General Meeting shall discuss and decide on the following matters:

a) Approval of the annual accounts and the annual report, including distribution of dividend, if any.
b) Other matters that pursuant to law or the Articles of Association fall under the authority of the general meeting.

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American Shipping Company
Slide 22

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THANK YOU FOR YOUR CONTINUED SUPPORT!

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Slide 23
American Shipping Company

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Important information

This Presentation includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Presentation are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for American Shipping Company ASA's (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for American Shipping Company ASA's businesses, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Presentation.

Although American Shipping Company ASA believes that its expectations and the Presentation are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Presentation. American Shipping Company ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Presentation, and neither American Shipping Company ASA nor any of its directors, officers, employees or consultants assisting in this Presentation will have any liability to you or any other persons resulting from your use thereof.

This presentation is not an offer to sell or a solicitation of an offer to buy any of the securities described herein.

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Slide 24
American Shipping Company